The Everywhere Store Partners Program Operating Agreement

Updated: June 30, 2016

This Everywhere Store Partners Program Operating Agreement ("Operating Agreement") contains the terms and conditions that govern your participation in the Zola Books Inc Everywhere Store Partners Program (the "Program"). "We," "us," or "our" means Zola Books Inc or any of its affiliate companies, as the case may be. "You" or "your" means the applicant. A "site" means a website. "The Everywhere Store Platform" means the API-driven widget provided by Zola Books Inc that enables any website to sell books and other products directly to consumers.

BY CHECKING THE BOX OR CLICKING THE "ACCEPT AND CONTINUE" BUTTON, AS APPLICABLE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR REVISED OPERATING AGREEMENT ON THE ZOLABOOKS.COM, POWEREDBYZOLA.COM, EVERYWHERESTORE.COM, OR EVERYWHERESTORE.ZOLABOOKS.COM SITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.

1. Description of the Program

The purpose of the Program is to permit you to list Products on your site and to earn Revenue Shares for Qualifying Purchases (defined in Section 7) made by your end users. A "Product" is any item sold on The Everywhere Store Platform, including but not limited to ebooks, digital audiobooks, and hardcover and paperback books. A Product may also include certain services, if any, expressly included on the Partners Program Revenue Share Schedule. In order to facilitate your listing of Products, we may make available to you widgets, links, data, images, text, and other tools and information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than The Everywhere Store Platform.

2. Enrollment

To begin the enrollment process, you must submit a complete and accurate Program application. We will evaluate your application and notify you of its acceptance. We may reject your application if we determine that your site is unsuitable. Unsuitable sites include those that:

(f) are directed toward children under 13 years of age, as defined by the Children's Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) and any regulations promulgated thereunder;

(g) include any trademark of Zola Books Inc or its affiliates, or a variant or misspelling of a trademark of Zola Books Inc or its affiliates, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking; or

(h) otherwise violate intellectual property rights.

If we reject your application, you are welcome to reapply at any time. If we accept your application but later determine that your site is unsuitable, we may terminate this Operating Agreement.

You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Operating Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

3. The Widget on Your Site

After you have been granted your unique user key and ID with notification that you have been accepted into the Program, you may display the Widget on your site. The "Widget" is a link that connects to our database in order to launch The Everywhere Store Platform on your site in accordance with this Operating Agreement. The Widget permits sales of various Products as well as accurate tracking, reporting, and accrual of Revenue Shares.

You may customize the Widget through a dashboard we may provide you or, should the dashboard not be available, through direct request to us. Such customization may include changing the color and shape of the "buy" button, putting the price of the Product on the "buy" button, adding custom tabs to the Widget (e.g. with a personal message from you), and adding certain text to the Widget about yourself or your company. Any other changes, including altering the information about the Content (e.g. book description or book cover), modifying, redirecting, suppressing, or substituting the operation of any button, link, or other feature of The Everywhere Store Platform, are expressly prohibited.

You may earn Revenue Shares only as described in Section 7 and only with respect to activity on The Everywhere Store Platform occurring directly through the Widget. You may not sell, transfer, sublicense, or otherwise provide your unique store ID and user key to any other person or entity; you are responsible for all activities that occur through your use of the Widget, regardless of whether those activities are undertaken by you or any other person or entity. You may not alter or create derivative versions of the Widget except as expressly provided herein. You may not reverse engineer, decompile, otherwise derive any source code of or relating to the Widget or any other technology made available to you through The Everywhere Store Platform.

4. Program Requirements

By participating in the Program, you agree that you will comply with the terms of this Operating Agreement as well as with all pages, schedules, policies, guidelines, specifications, user manuals, and supporting materials, if any, that we make available to you (collectively, "Operational Documentation").

We may terminate this Operating Agreement and/or withhold (and you agree you are not eligible for) any Revenue Shares payable to you under this Operating Agreement, if we determine that you or other persons that we determine are affiliated with you or acting in concert with you (whether in respect to any existing or previously terminated Partners account) have not complied with any requirement or restriction described herein or in any of the other Operational Documentation or other material we have supplied you.

In addition, you hereby consent to us:

sending you emails relating to the Program from time to time;

saving, reviewing, and using information about your site and visitors to your site that we obtain in connection with your display of the Widget in accordance with the Zolabooks.com, EverywhereStore.com, Everywherestore.zolabooks.com, and/or poweredbyzola.com Privacy Notice; and

verifying compliance with this Operating Agreement and the Operational Documentation, if any.

5. Responsibility for Your Site

You will be solely responsible for your site, including its development, operation, and maintenance, and all materials that appear on or within it. We will have no liability for any matters related to your site or for any of your end users' claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees' negligence or willful misconduct.

6. Order Processing

We will process Product orders placed by customers who purchase through the Widget and The Everywhere Store Platform. We reserve the right to reject orders that do not comply with any requirements on The Everywhere Store Platform, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and Revenue Share accrual purposes and will make available to you reports summarizing those Qualifying Purchases through an online dashboard.

7. Revenue Shares

We will pay you Revenue Shares on Qualifying Purchases in accordance with Section 8 and the Partners Program Revenue Share Schedule. Subject to the exclusions set forth below, a "Qualifying Purchase" occurs when a customer makes a purchase through the Widget on your site.

A "Digital Product" is a Product which is an ebook or a digital audiobook.

Qualifying Purchases exclude, and we will not pay Revenue Shares on any of, the following:

any Product purchase that is not correctly tracked or reported because the links from your site to The Everywhere Store Platform are not properly formatted;

any Product a customer sees on your site that they later purchase through another site, even if that site uses the Everywhere Store Platform;

any Product purchased through the Widget that violates the terms of this Agreement;

any Product purchased for resale or commercial use of any kind;

any Product purchased after termination of this Operating Agreement; and

any Product order that is canceled or returned.

8. Revenue Share Payment

We will pay you Revenue Shares on a monthly basis for Qualifying Purchases shipped, streamed, or downloaded (as applicable) in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately 30 days following the end of each calendar month using the payment method you choose from the following available options. If you have not selected one of the payment methods below, we will withhold any unpaid accrued Revenue Shares until you have done so.

(a) Payment by Direct Deposit. If you select payment by direct deposit, we will directly deposit the Revenue Shares you earn into the bank account you designate, but may accrue and withhold Revenue Shares until the total amount due to you is at least $25. If you select this method of payment, you must provide us with the name of your bank, the bank account type, the 9-digit routing number/ABA number, the account number, and the name of the primary account holder as it appears on the account. If you have chosen payment by direct deposit and you do not provide this information, or it is not valid (e.g., the account has been closed or changed) or the payment is otherwise rejected by your bank, you may instead receive payment by check and be subject to the processing fees described below until you provide valid account information.

(b) Payment by Check. If you select payment by check, we will send you a check in the amount of the Revenue Shares you earn, but we may accrue and withhold Revenue Shares until the total amount due to you is at least $50. We will deduct a processing fee in the amount of $5 from the Revenue Shares payable to you for each check we send to you.

We may be obligated by law to obtain tax information from you if you are a U.S. citizen, U.S. resident, or U.S. corporation, or if your business is otherwise taxable in the U.S. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your Revenue Shares until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

9. Policies, Pricing and Email

Customers who buy products through this Program are our customers with respect to all activities they undertake in connection with The Everywhere Store Platform. Accordingly, as between you and us, all terms of service, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on The Everywhere Store Platform will apply to those customers, and we may change them at any time. Pricing may be set by you, except in the case of ebooks sold under the "agency" model, with the limitation that we may set a lower limit to any price.

Customer who give their email addresses and opt in to receive email from you shall in that single respect be considered your customers, and you may use their email addresses to contact them at your sole discretion, while we may not contact them except in the case of system email (e.g. system maintenance).

10. Limited License

Subject to the terms of this Operating Agreement and solely for the limited purposes of making Products available with The Everywhere Store Platform in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) display the Content solely on your site; and (b) use only those of our trademarks and logos that we may make available to you as part of Content (those trademarks and logos, collectively, "Zola Books Inc Marks") solely on your site and in accordance with the guidelines set forth herein.

The license set forth in this Section 10 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Operating Agreement or any Operational Documentation, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the license set forth in this Section 10 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and Zola Books Inc Marks with respect to which the license set forth in this Section 10 is terminated or as we may otherwise request from time to time.

11. Protection of the Customer and Integrity of The Everywhere Store Platform

(a) You will not intercept, record, redirect, read, interpret, or fill in the contents of any electronic form or other material submitted to us by any person or entity.

(b) You will not request, collect, obtain, store, or cache any account information from customers using The Widget (including any usernames or passwords of The Everywhere Store Platform customers), except for the email addresses from customers who have opted in to receive messages from you and the anonymized data provided on sales of Products sold through you use of the Widget (e.g. the geographic location of a sale).

(c) You will not remove, obscure, or alter, or make invisible, illegible, or indecipherable to visitors of your site, any "Privacy Information" link or other links or any of our trademarks or logos (including any Zola Books Inc Mark).

(d) You will not include on your site, display, or otherwise use the Widget or Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.

(e) You will not knowingly collect, use, or disclose personal information from children under 13 years of age.

12. Reservation of Rights; Submissions

Other than the limited licenses expressly set forth in Section 10, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Operating Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Widget, links, Content, any domain name owned or operated by us or our affiliates, Operational Documentation, our and our affiliates' trademarks and logos (including the Zola Books Inc Marks), and any other intellectual property and technology that we provide or use in connection with the Program (including any application program interfaces, software development kits, libraries, sample code, and related materials). If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Operating Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, "Your Submission"), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (m) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (n) our and our sublicensees' exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.

13. Compliance with Laws

In connection with your participation in the Program you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003).

14. Term and Termination

The term of this Operating Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and Zola Books Inc Marks and promptly remove from your site and delete or otherwise destroy all links to The Everywhere Store Platform, all Zola Books Inc Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program. We may withhold accrued unpaid Revenue Shares for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination of this Operating Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 9, 11, 12, 13, 14, 16, 17, 18, 19, 20 and 21, together with any accrued but unpaid payment obligations of us under this Operating Agreement, will survive the termination of this Operating Agreement. No termination of this Operating Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Operating Agreement prior to termination.

15. Modification

We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the zolabooks.com, everywherestore.com, everywherestore.zolabooks.com, or poweredbyzola.com site or by sending notice of such modification to you by email to the email address then-currently associated with your account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Partners Program Revenue Share Schedule, payment procedures, and other Program requirements. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE ZOLABOOKS.COM, EVERYWHERESTORE.COM, EVERYWHERE.ZOLABOOKS.COM, OR POWEREDBYZOLA.COM SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

16. Relationship of Parties

You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates' behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.

17. Limitation of Liability

WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE EVERYWHERE STORE PLATFORM, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE EVERYWHERE STORE PLATFORM, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL REVENUE SHARES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

18. Disclaimers

THE PROGRAM, THE EVERYWHERE STORE PLATFORM, ANY PRODUCTS AND SERVICES OFFERED ON THE EVERYWHERE STORE PLATFORM, ANY WIDGETS, OPERATIONAL DOCUMENTATION, CONTENT, OUR AND OUR AFFILIATES' TRADEMARKS AND LOGOS (INCLUDING THE ZOLA BOOKS INC MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE EVERYWHERE STORE PLATFORM, OR THE ZOLABOOKS.COM, EVERYWHERESTORE.COM, EVERYWHERESTORE.ZOLABOOKS.COM, OR POWEREDBYZOLA.COM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (M) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (N) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (P) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.

19. Disputes

Any dispute relating in any way to the Program or this Operating Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of New York, without regard to principles of conflict of laws, will govern this Operating Agreement and any dispute of any sort that might arise between you and us.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Operating Agreement as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

Notwithstanding anything to the contrary in this Operating Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

20. Trademarks

(a) You may not use or display any Zola Books Inc Marks (Marks include, but are not limited to, Zola Books, zolabooks.com, Powered By Zola, poweredbyzola.com, The Everywhere Store, everywherestore.com, everywherestore.zolabooks.com, Read Anywhere, This Is a Read Anywhere Book, and other Zolabooks.com graphics, logos, page headers, button icons, scripts, and service names or trade dress of Zola Books Inc) in any manner (i) that implies sponsorship or endorsement by us; (ii) to disparage us, our products, or our services; (iii) that may, as determined by us, diminish or otherwise damage our goodwill in any Zola Books Inc Mark; or (iv) other than as specifically authorized under the Agreements. You may not alter or modify any Zola Books Inc Mark; no alternate representation or stylization is permitted. You acknowledge and agree that all rights in and to the Zola Books Inc Marks are our exclusive property, and any goodwill generated by your use of any Zola Books Inc Mark will inure to our exclusive benefit. You will not take any action that is in conflict with our rights in or ownership of any Zola Books Inc Mark.

(b) You are not allowed to use any trademark of Zola Books Inc or its affiliates, or a variant or misspelling of a trademark of Zola Books Inc or its affiliates:

(i) in any domain name or subdomain name – for example, a domain name or subdomain name such as "zoolabooks.com", "pooweredbyzola.com", "everywherestor.com" is prohibited;

(ii) in any username, group name, or other identifier on any social networking site – for example, a username such as "Zola Books England," "Everywhere Stores," "Poowered By Zola," registered on a site such as Facebook, Twitter or YouTube is prohibited; or

(iii) in any application name – for example, an application name such as "Shop Zola App," "Zola Books App," "Powered By Zola Store," "Every Where Store App," is prohibited.

21. Miscellaneous

You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement or operate sites that are similar to or compete with your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Operating Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Operating Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Operating Agreement. In the event of any conflict between this Operating Agreement and the Operational Documentation, the Operating Agreement will control over the remainder of the Operational Documentation. Whenever used in this Operating Agreement, the terms "include(s)," "including," "e.g.," and "for example" mean, respectively, "include(s), without limitation," "including, without limitation," "e.g., without limitation," and "for example, without limitation." Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Operating Agreement, may be made, taken, or given in our sole discretion.